[Form 4] C3.ai, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thomas M. Siebel, Executive Chairman of C3.ai (AI), reported changes in his holdings from transactions between 09/01/2025 and 09/03/2025. 32,736 Restricted Stock Units vested and were settled into Class A common shares. To satisfy tax withholding on the vesting, 17,200 shares were automatically withheld and sold at a weighted-average price of $16.49. Subsequently, 15,536 shares were reclassified/transferred into various entities he controls or is trustee/co-trustee of, creating substantial indirect beneficial ownership positions, including 2,989,108 shares held by The Siebel Living Trust. Following these transactions, the filing reports 163,682 shares beneficially owned directly. The RSUs vest in equal quarterly installments (1/12th) beginning December 1, 2023, provided continued service.

Positive

• Transparent disclosure of RSU vesting, withholding sale, and transfers to trusts and affiliated entities
• Substantial indirect ownership disclosed (e.g., 2,989,108 shares held by The Siebel Living Trust), clarifying control interests
• Routine tax-withholding sale executed via issuer mechanisms, indicating orderly handling of compensation tax obligations

Negative

• Insider sale of 17,200 shares (weighted-average price $16.49) reduced direct holdings, though the sale was for tax withholding
• Concentration of ownership through trusts and affiliated entities may raise governance questions about voting concentration

Insights

Corporate Governance Expert

TL;DR: Routine RSU settlement with tax-withholding sale and transfers to related trusts; notable large indirect holdings under trustee control.

The Form 4 documents standard equity compensation mechanics: RSU vesting, automatic share withholding and sale to satisfy tax obligations, and transfers into related private vehicles and trusts. These transfers create significant indirect ownership concentrations, which are disclosed transparently. From a governance perspective, the transactions are routine but underscore continued concentrated insider ownership through trusts and affiliated entities, which can influence control and voting structure.

Securities Analyst

TL;DR: Insider sold a small portion of newly vested shares to cover taxes; overall position remains large and largely held indirectly.

The sale of 17,200 shares at a weighted-average $16.49 appears solely to cover tax withholding from RSU vesting. The settled RSUs totaled 32,736, and post-transaction direct beneficial ownership is reported at 163,682 shares while indirect holdings include multiple entity positions, notably 2,989,108 shares. These figures are factual disclosures of ownership shifts rather than operational signals about company performance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SIEBEL THOMAS M

(Last) (First) (Middle)

C/O C3.AI, INC.

1400 SEAPORT BLVD

(Street)

REDWOOD CITY CA 94603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		M		32,736	A	(1)	32,736	D
Class A Common Stock	09/02/2025		S(2)		17,200	D	$16.49(3)	15,536	D
Class A Common Stock	09/03/2025		G		15,536	D	$0	0	D
Class A Common Stock	09/03/2025		G		15,536	A	$0	2,989,108	I	See Footnote(4)
Class A Common Stock								9,216	I	See Footnote(5)
Class A Common Stock								170,294	I	See Footnote(6)
Class A Common Stock								72,695	I	See Footnote(7)
Class A Common Stock								1,237,115	I	See Footnote(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/01/2025		M			32,736	(9)	(9)	Class A Common Stock	32,736	$0	163,682	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

2. Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs reported herein.

3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $16.45 to $16.54, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

9. 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.

	/s/ Andrew Thomases, Attorney-in-Fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Thomas M. Siebel report on Form 4 for C3.ai (AI)?

The filing reports RSU vesting of 32,736 shares, an automatic sale of 17,200 shares to satisfy tax withholding at a weighted-average price of $16.49, and transfers of 15,536 shares into affiliated entities.

How many shares does Siebel beneficially own after these transactions?

The Form 4 shows 163,682 shares beneficially owned directly and significant indirect holdings including 2,989,108 shares held by The Siebel Living Trust.

Why were 17,200 shares sold and at what price?

Those shares were automatically withheld and sold by the issuer to satisfy the Reporting Person's tax withholding obligations related to RSU vesting, at a weighted-average price of $16.49.

What is the vesting schedule for the RSUs reported?

The RSUs vest at a rate of 1/12th on each quarterly anniversary beginning December 1, 2023, subject to continued service.

Which entities hold the indirectly owned shares disclosed?

Indirect holdings are disclosed in several entities: The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust.